VRIDAA Holding Trust owns 97% through 2023 gift transfer

VRIDAA Holding Trust owns 92,150,000 equity shares, or 97.00% of the company’s pre-offer capital, following a May 12, 2023 gift transfer of 18,430,000 pre-split shares. The company’s 95,000,000 pre-offer shares were entirely held by eight promoters and promoter-group members, with no public shareholders recorded.

How concentrated is VRIDAA Holding Trust’s ownership?

VRIDAA Holding Trust is the sole shareholder with at least 1% of the company’s pre-offer equity capital, holding 92,150,000 shares of face value Rs 2 each, or 97.00%. Its holding is 43 times the 2,137,500 shares, or 2.25%, held directly by the four individual promoters combined.

The company reported 95,000,000 fully paid equity shares and eight shareholders as of the Red Herring Prospectus date. Promoters and promoter-group members held all 95,000,000 shares, or 100.00%, while the public, depositary receipt and employee-trust categories held no shares. This establishes that no public shareholder owned equity before the offer.

Nikunj Mohanlal Kapadia holds 712,500 shares, or 0.75%, while Munjal Nikunj Kapadia, Mihir Nikunj Kapadia and Pratik Nikunj Kapadia each hold 475,000 shares, or 0.50%. Neha Munjal Kapadia, Vaishali Mihir Kapadia and Reena Pratik Kapadia each hold 237,500 shares, or 0.25%, making the promoter-group total 0.75%.

How did VRIDAA Holding Trust obtain its 97% stake?

VRIDAA Holding Trust obtained its stake by gift from Nikunj Mohanlal Kapadia on May 12, 2023, rather than through a cash purchase or a fresh share allotment. The transfer covered 18,430,000 equity shares of face value Rs 10 each and represented 97.00% of pre-offer capital before the later subdivision.

On January 27, 2025, the board approved a subdivision, which shareholders approved on February 3, 2025, converting each Rs 10 share into five Rs 2 shares. VRIDAA Holding Trust’s 18,430,000 shares consequently became 92,150,000 shares, while its percentage ownership stayed at 97.00% because the subdivision applied to all shares on the same five-for-one basis.

Nikunj Mohanlal Kapadia’s holding was built up shortly before the trust transfer. On April 21, 2023, he received three gifts of 3,705,000 shares each from Mihir Nikunj Kapadia, Munjal Nikunj Kapadia and Pratik Nikunj Kapadia, totalling 11,115,000 shares; he then transferred 18,430,000 shares to VRIDAA Holding Trust on May 12, 2023.

The prospectus states that the May 2023 gift transfer to VRIDAA Holding Trust complied with the applicable provisions of the Companies Act, 2013. It also records nil average acquisition cost for the trust’s 92,150,000 shares, based on a statutory auditor certificate dated September 4, 2026; this disclosed cost reflects the gift transaction rather than a quoted market price.

Who owns all shares before the offer?

The promoters and promoter-group members own all pre-offer shares because all eight shareholders fall within those two categories. Promoters hold 94,287,500 shares, or 99.25%, and the three promoter-group members hold the remaining 712,500 shares, or 0.75%.

VRIDAA Holding Trust is identified as a promoter, while Nikunj Mohanlal Kapadia, Munjal Nikunj Kapadia, Mihir Nikunj Kapadia and Pratik Nikunj Kapadia are identified as trustees of the trust. The 97.00% trust holding and the four individuals’ 2.25% direct holding therefore sit within the disclosed promoter structure, alongside the promoter group’s 0.75%.

All promoter-held equity shares were in dematerialised form and fully paid-up as of the Red Herring Prospectus date. The company also stated that none of the promoters’ or promoter-group members’ shares was pledged or otherwise encumbered, meaning no such security interest was disclosed against the 95,000,000-share pre-offer base.

Has VRIDAA Holding Trust’s major-shareholder position changed?

VRIDAA Holding Trust’s disclosed major-shareholder position did not change across the three historical comparison points in the prospectus. It was the only holder of 1% or more of paid-up capital one year before filing, two years before filing and 10 days before filing, with 92,150,000 shares and 97.00% at each point.

The comparison is based on the post-subdivision share count of 92,150,000 shares of face value Rs 2 each. The prospectus labels the historical tables as adjusted for the subdivision, so the unchanged 97.00% figure compares proportionate ownership rather than the pre-2025 count of 18,430,000 shares of face value Rs 10 each.

No shareholder other than VRIDAA Holding Trust appears in the prospectus’s lists of holders with at least 1% of paid-up capital. The four direct promoter holdings range from 0.50% to 0.75%, and each of the three promoter-group holdings is 0.25%, leaving the trust as the only disclosed holder above that threshold.

What could alter the ownership structure after the offer?

The final post-offer ownership percentages were not available in the Red Herring Prospectus because the relevant fields were marked for update after finalisation of the basis of allotment. The company states that, except for the fresh issue, it will make no further equity issue, split, consolidation or issue of convertible or exchangeable securities until listing or the applicable refund or application-money-unblocking outcome.

The 95,000,000 pre-offer shares also represent the entire stated equity base because the company reported no outstanding preference shares, employee stock option scheme shares, warrants, stock appreciation rights or other convertible securities. The absence of these instruments means the disclosed ownership percentages are not accompanied by a stated pool of equity claims awaiting conversion.

The company states that no shareholder has special rights, including the right to nominate directors. That disclosure distinguishes formal special rights from voting power: VRIDAA Holding Trust’s 97.00% ownership gives it the disclosed concentration of ordinary equity, but the prospectus reports no separate director-nomination entitlement for any shareholder.

Conclusion

VRIDAA Holding Trust’s 97.00% stake defines the company’s pre-offer ownership structure. The stake arose through a May 2023 gift of 18,430,000 shares of face value Rs 10 each and became 92,150,000 shares of face value Rs 2 each after the 2025 subdivision, while promoters and promoter-group members together retained 100.00% of the 95,000,000 shares.

The next ownership measure to watch is the final post-offer shareholding, which the prospectus says will be updated after the basis of allotment is finalised. The company has also disclosed that at least 20% of fully diluted post-offer capital held by promoters is to be locked in for three years as minimum promoters’ contribution, although the precise eligible share count had not been completed at the Red Herring Prospectus stage.